Dubai, UAE; March 28, 2022: Tristar Transport (L.L.C.) (“Tristar”), an integrated energy logistics group headquartered in the UAE, is pleased to announce that it has signed a sale and purchase agreement with Madison Pacific Trust Limited (“Madison Pacific”) to acquire a 51 percent stake in HG Storage International Limited (“HGSI”). Madison Pacific is selling such stake as holder of a security interest in such stake granted by HNA Innovation Finance Group Co., Limited (“HNA”) to secure payment under certain notes issued by HNA.  HGSI is a joint venture between HNA and Glencore Group Funding Limited, a wholly owned subsidiary of Glencore Plc (“Glencore”).  Glencore is one of the world’s largest globally diversified natural resource companies.

Through this deal, Tristar will acquire a majority holding in a well-diversified portfolio of oil storage, distribution and retail assets owned by HGSI, comprising 8 operating assets across 4 key regions: Europe, the Americas, Middle East and Africa.  The transaction, valued at USD 215 million, will add in excess of 3 million cubic meters of fuel storage capacity to the Tristar portfolio and extend the company’s global presence to 29 countries across the globe.

Following the transaction, Glencore will remain as a key strategic shareholder of HGSI and a joint venture partner to Tristar.

Completion of the deal is expected in the second quarter of 2022 and subject to certain regulatory filings and approvals, and stakeholder consents.

Tristar was advised by Acqua Capital (financial advisor) and Freshfields Bruckhaus Deringer (legal advisor).  Madison Pacific was advised by PricewaterhouseCoopers (financial advisor) and Stephenson Harwood (legal advisor).

Tristar Group is a fully integrated energy logistics business serving the downstream oil and gas industry.  It has a global presence in 21 countries across the Middle East, Africa, Asia, the Pacific and the Americas.  With a proven track record of safety performance and service excellence, Tristar is a partner of choice for most national and international oil majors.

Madison Pacific, a Tricor Company, is the premier independent provider of Corporate Trustee and Debt Services. Their services include Corporate Trust and Agency, Escrow and Custody among others.
 
Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 responsibly-sourced commodities that advance everyday life. The Group’s operations comprise around 150 mining and metallurgical sites and oil production assets. With a strong footprint in over 35 countries in both established and emerging regions for natural resources, Glencore’s industrial activities are supported by a global network of more than 30 marketing offices. Glencore’s customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. Glencore provides financing, logistics and other services to producers and consumers of commodities. Glencore’s companies employ around 135,000 people, including contractors. Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. Glencore is an active participant in the Extractive Industries Transparency Initiative. Glencore’s ambition is to be a net zero total emissions company by 2050.

For further information:
Arthur Los Banos
Tristar Corporate Communications Manager
+9714-8997900
[email protected]
www.tristar-group.co

Numbers above are rounded

KUWAIT – March 26, 2022 – Agility, a leader in supply chain services, infrastructure, and innovation, today reported full-year 2021 earnings of 464.36 fils per share on net profit of KD 977.4 million, an increase of 2,250% over the same period in 2020. EBITDA increased 13.2% to KD 109 million, and revenue grew 22.1% to KD 486.2 million.

Agility’s Sale of GIL to DSV

In 2021, Agility sold its core commercial logistics business, Global Integrated Logistics (GIL), to DSV, the world’s third-largest freight and logistics provider, in exchange for 19.3 million shares in DSV. As a result Agility reported a one-time gain of almost KD 1 billion and is now the second-largest shareholder in DSV with an 8% stake.

Company Structure

Moving forward, Agility’s business profile can be divided into two segments: controlled and non-controlled businesses.

• Controlled: Agility continues to own and operate the businesses that have historically generated 80% of company profits; these businesses are “controlled” by Agility. Of these, the five most financially material companies are Agility Logistics Parks, Tristar, National Aviation Services, UPAC, and Global Clearinghouse Systems.
• Non-Controlled: In addition, Agility holds minority stakes in businesses through its investments in both established sectors and ventures in freight, real estate, e-commerce enablement, ESG technology and other digital technologies. Agility’s stake in DSV represents the largest of those investments. These are “non-controlled” businesses. The collective value of these investments today represents 57% of the company’s assets.

2021 in Review

Agility Vice Chairman Tarek Sultan said: “Agility’s 2021 performance was exceptional. In addition to a significant one-time gain from the GIL sale, our portfolio of businesses performed well, returning to pre-COVID profitability levels. We will be looking to accelerate growth in these businesses as they contribute to our core operations and EBITDA.”

Sultan said: “The DSV transaction and the sale of GIL fundamentally changed the structure of the company and reset the baseline for the continuing operations. Like most companies, Agility was adversely affected by the COVID pandemic in 2020 and 2021.Looking ahead, despite the challenging market conditions and geopolitical risks, we expect performance of our continuing operations to be strong, and expect our operating results for 2022 to show a minimum of 20% growth compared to this year.  The board and the executive management team of the company continue to be focused on growing and enhancing shareholder value over time, and we are confident that with current M&A initiatives, as well as the different, organic and inorganic growth initiatives that we are working on across the controlled segment entities, we will continue to create value for shareholders in the medium and long term.”

Commenting on the company’s investments, Sultan said: “Today, we own roughly 8% of DSV, the world’s third-largest freight forwarder. This investment represents a large portion of our balance sheet, and we continue to like the fundamentals of this sector as we believe it will grow.”

He also noted that Agility’s debt-levels were expected to increase in line with business growth needs, but that the company “intends to keep borrowing within prudent limits.”

“Our focus is growth. Agility is a long-term, multi-business operator and investor aiming to create value for our stakeholders with a disciplined investment strategy that focuses on companies in high-growth sectors with strong fundamentals, reinforced by management teams with strong records, best-practices governance, and alignment with the shareholders,” Sultan said. “We enter 2022 with confidence. We have a successful record of growing and scaling businesses sustainably and responsibly. We have shown that we know how to create and unlock value for our shareholders, customers, employees, and communities. We believe our best days lie ahead.”

Dividend Recommendation

The Board of Directors announced a plan to distribute cash dividends of a minimum of 20 fils per share for 2021, 2022 and 2023, starting with distribution in 2022. For 2021, the board has recommended a cash dividend distribution of 20 fils per share in addition to a 20% bonus shares (20 shares for every 100 shares). The cash and stock dividends are subject to approval by the General Assembly.

Agility Controlled Businesses

Agility Logistics Parks (ALP) revenue in 2021 was roughly in line with 2020 results, which benefitted from increased demand for warehousing facilities as companies and government entities continued to store more goods in the face of ongoing supply chain disruption. Demand for warehousing space continues to grow in the MEA and South Asia regions where ALP operates. ALP is optimizing its existing land bank and adding to its supply of available land to meet customer demand. In 2021, ALP added roughly 150k sqm of built-up storage area. Operations in Kuwait, Saudi Arabia and Africa have performed well, and ALP is looking at new markets for additional growth.

Tristar, a fully integrated liquid logistics company, posted a 16.5% increase in revenue for the full-year 2021 vs. 2020. Profitability more than doubled and was in line with forecasts. This performance is driven by strong recovery in international oil prices, good performance in the Road and Transport segments, and favorable dry bulk charter rates in the Maritime segment. Tristar expects another year of growth in 2022.

National Aviation Services (NAS) reported 65.4% revenue growth year-over-year for 2021. The increase reflects the broad recovery in commercial aviation as flights, passengers and cargo volumes grew. In addition, NAS undertook cost-cutting measures that had a positive impact on overall performance, and added new operations in the Democratic Republic of Congo, South Africa, Iraq (Baghdad) and Kenya. NAS’s performance also benefitted from its launch of technology solutions and applications intended to support governments and passengers by enhancing travel health and safety. In 2022, NAS and Agility publically reported that they are in discussions for the potential acquisition of John Menzies, one of the world’s largest providers of aviation services.

United Projects for Aviation Services Company (UPAC) reported a 14% increase in revenue for 2021. The increase was driven by a rebound in airport-related services and parking, following the phased reopening of Kuwait International Airport in Q3. UPAC expects a gradual increase in airport traffic in 2022 and beyond, and a favourable outlook for its business.

UPAC is a co-developer of Abu Dhabi’s Reem Mall, on Reem Island. Construction is more than 95% complete. The retail, entertainment and leisure attraction is expected to open in 2022.  Carrefour, the anchor tenant, recently opened its doors at Reem Mall.

At Global Clearinghouse Systems (GCS), Agility’s customs-modernization company, FY 2021 revenue grew 32.1%. The increase was driven by higher trade volumes and company growth initiatives. GCS is pursuing opportunities to sustain future growth and diversify its sources of income.

Investments in Non-Controlled Businesses

Agility’s holds minority stakes in a number of businesses both listed and non-listed. The largest investment in this portfolio is DSV, which is listed on the NASDAQ Copenhagen.  The other investments in the portfolio span a number of sectors including: freight, real estate, e-commerce enablement, ESG and supply chain technologies. The book value of non-controlled investments was KD 1.9 billion at the end of 2021.

Agility takes stakes in companies and assets in high-growth industries in order to create value for its shareholders and expose Agility companies to innovative technologies and companies that can help them future-proof their own businesses.

Recap of Agility FY 2021 Financial Performance

• Agility’s Net Profit increased 2,250.7% to KD 977.4 million from KD 41.6 million a year earlier.
• Agility’s EBITDA increased 13.2% to KD 109 million.
• Agility’s Revenue increased 22.1%, to KD 486.2 million and Net Revenue increased by 17.6%.
• Agility enjoys a healthy balance sheet with KD 2.9 billion in assets including KD 1.4 billion of DSV shares. Net Debt stood at KD 324.4 million as of December 31, 2021. Reported operating cash flow was KD 159.3 million for the full year of 2021.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

14 February 2022

Further to the announcement on 10 February 2022, National Aviation Services (“NAS“) reiterates its belief that its improved possible cash offer for John Menzies PLC (“Menzies”) at a price of 510 pence per share represents a full and fair value for Menzies and a compelling opportunity for Menzies shareholders to realise their investment in cash in the near-term.

Contrary to what has been publicised, NAS’s improved possible offer represents a pre-IFRS 16 EV/EBITDA 2019 multiple of 9.5x⁽¹⁾, broadly in line with the median multiple paid in comparable transactions.⁽²⁾

NAS and Agility Public Warehousing Company KSCP group (“Agility”) are strategic operators with deep expertise in airport services and global logistics that take a financially disciplined approach to investments and acquisitions.

The improved possible cash offer of 510 pence per share reflects the following assumptions:

• Menzies’ revenue recovers to pre-pandemic levels by early 2023;
• Menzies’ margin forecasts incorporate the full benefit of the cost savings publicly disclosed by management; and
• the material government support received under Covid-19 schemes in the U.K, U.S. and other key markets will be replaced by sustainable cash flows going forward.

As a successful strategic operator in the aviation services sector, NAS has a clear and detailed view on the challenges and opportunities present in the sector as it recovers from the pandemic and has framed its analysis on that basis.

Menzies’ board and management team have chosen not to engage with NAS or share any information to corroborate their differing views on the company and industry, and therefore valuation. NAS sees no reason to change its view on valuation and continues to view its improved possible cash offer of 510 pence per share as a full and fair price relative to the information Menzies has provided to the market on its current business and prospects.

NAS has today again requested information access and dialogue with management. NAS looks forward to engaging with Menzies’ shareholders in parallel.

Hassan El-Houry, NAS CEO said:

“We made a compelling offer that represents a 76% premium to the company’s share price less than two weeks ago. Our view is that Menzies has a strong brand legacy with a geographic presence that is complementary to NAS, but as operators ourselves, we also see a sector facing a number of challenges and a company that lacks the balance sheet to thrive. Unfortunately, Menzies’ management has not meaningfully engaged in a way that changes our view.”

Pursuant to Rule 2.5 of the Code, NAS reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. NAS also reserves the right to amend the terms of any offer (including making the offer at a lower value) in the circumstances set out in its announcement of 10 February 2022.

In accordance with Rule 2.6(a) of the Code, NAS must, by not later than 5.00 p.m. (London time) on 9 March 2022, either announce a firm intention to make an offer for Menzies in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Menzies, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline will be extended only with the consent of Menzies and the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further statement will be made as appropriate.

Enquiries:

Agility Public Warehousing Co. KSCP
Jonathan Kerherve
+44 (0) 75 4019 4997

Barclays Bank PLC, acting through its Investment Bank
Omar Faruqui
Chris Brooks
Osman Akkaya
+44 (0) 20 7623 2323

Finsbury Glover Hering
James Murgatroyd
Richard Webster-Smith
+44 (0) 20 7251 3801

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for NAS and no one else in connection with NAS’s evaluation of Menzies and will not be responsible to anyone other than NAS for providing the protections afforded to clients of Barclays nor for providing advice in relation to a possible offer or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Menzies securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.nas.aero, by no later than 12 noon (London time) on 15 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Notes

Note 1. Rounded to 1 decimal place.

2019 pre-IFRS EBITDA of £69.1m – calculated as 2019 reported EBITDA of £138.7m (Source: John Menzies Annual Report and Accounts 2019, published 8 April 2020, page 29, reported as underlying operating profit), minus IFRS 16 depreciation charge of right of use assets of £62.0m for 2019 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 183), minus IFRS 16 interest charge on lease liabilities of £7.6m for 2019 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 183).

2019 enterprise value of £653.3 – calculated as equity value (£479.7m) plus net borrowings (£184.2m) plus non-controlling interest in equity (£4.7m) minus investment in joint venture and associates (£13.5m), where:

• Equity value (£479.7m) is calculated using an offer price of 510p multiplied by shares outstanding on a fully diluted basis of 94.1m ordinary shares. The fully diluted shares outstanding is based on 91.9m ordinary shares in issue (excluding treasury shares) (Source: Company announcement, Total Voting rights, released on 1 February 2022), plus the dilution impact of 2.2m ordinary shares which is calculated based on the outstanding share options from 2017-2020 as at 31 December 2020 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 189), outstanding LTIP awards as at 31 December 2020 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 191) and additional LTIP awards granted on 15 March 2021 (Source: Company announcement, Long-Term Incentive Plan (“LTIP”): Performance Conditions for 2021, released on 2 August 2021), and outstanding TIP awards as at 31 December 2020 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 117), assuming net settlement based on the exercise prices of such options and awards and an offer price of 510p.
• Net borrowings as at 30 June 2021(£182.4m) is calculated as preference shares of £1.4m, plus bank overdrafts of £70.8m, plus bank loans due within one year of £12.1m, plus debt due after one year of £261.5m, plus government loan due after one year of £41.7m, plus net derivative liabilities of £1.2m, less cash and cash equivalent of £206.3m (Source: John Menzies Interim Results Announcement 2021, published 1 September 2021, page 27).
• Non-controlling interest in equity as at 30 June 2021 is £4.7m (Source: John Menzies Interim Results Announcement 2021, published 1 September 2021, page 15).
• Investments in joint ventures and associates as at 30 June 2021 are £13.5m (Source: John Menzies Interim Results Announcement 2021, published 1 September 2021, page 15).

Note 2. As per page 8 of the Menzies’ Response to National Aviation Services (“NAS”) Proposal presentation dated February 2022.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

10 February 2022

NAS Holding for Company’s Business Management (Holdco) S.P.C. (“National Aviation Services” or “NAS”) notes the announcement made by John Menzies PLC (“Menzies”) on 9 February 2022 and confirms that it has made two proposals to Menzies:

• The first proposal was made on 17 January 2022 regarding a possible cash offer to acquire the entire issued and to be issued share capital of Menzies at an offer price of 460 pence per share. This proposal was rejected by the Board of Menzies on 26 January 2022.
• The second proposal, also rejected by the Board of Menzies, was made on 2 February 2022 regarding an improved possible cash offer at 510 pence per share, representing a premium of approximately:
  • 76% to Menzies’ closing share price of 290 pence per share on 2 February 2022; and
  • 68% to Menzies’ 30-day volume weighted average share price of 304 pence for the period ended 2 February 2022.

As one of the industry’s fastest growing aviation services providers, with a presence in more than 55 airports across the Middle East, Africa and South Asia, NAS has a strong understanding of the dynamics of the aviation sector and the opportunities and challenges ahead as the sector recovers from the pandemic.

NAS is part of the Agility Public Warehousing Company KSCP group (“Agility”), which, over the past 20 years, has been one of the largest investors in the logistics sector globally. Agility, listed on the Kuwait Stock Exchange, is a global player and a pioneer in emerging markets through diversified logistics activities and technological ventures.

NAS and Agility are strategic investors who take a financially disciplined approach to investments and acquisitions. In formulating its proposals, NAS and its advisors have considered publicly available information in detail, including Menzies’ performance before the pandemic, recent cost reduction measures, contract renewals and new business wins. In addition, NAS and its advisors have taken into account the company’s debt levels, debt service obligations and ability to generate free cash flows and distribute profits to its shareholders, particularly in light of the investments required to remain competitive and grow the business.

NAS believes that its improved possible cash offer at 510 pence per share represents a compelling opportunity for shareholders to realise full value for their investment in cash.

Menzies and NAS share highly complementary geographical footprints and product portfolios, with minimal overlap. NAS places importance on Menzies’ Scottish heritage, its enviable brand, and its long-standing operational excellence across the globe. A combination with NAS would bring greater geographical diversification to Menzies, forging deeper relationships with the combined customer base.  NAS believes that a combination of both businesses would equip the combined entity with the scale and resources necessary to serve a broader customer base globally, and capitalise on growth opportunities as the aviation industry emerges from the pandemic.

Hassan El-Houry, Group Chief Executive Officer of NAS commented:

“We have made an attractive offer that we urge Menzies’s shareholders to consider carefully. Our offer represents a 76% premium over Menzies’ share price just over a week ago. 

In our view, the fundamentals of Menzies and of the industry as a whole are unlikely to change substantially, notwithstanding cost-cutting measures by Menzies. Let’s be clear: even as air travel recovers, airlines will look to contain costs with their airport service providers. 

NAS is a disciplined investor with a proven track record of growth, even throughout the COVID-19 pandemic that has largely decimated the industry. We are one of the fastest growing and most successful airport services companies in emerging markets, with an experienced leadership team.”

Pursuant to Rule 2.5 of the Code, NAS reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. NAS also reserves the right to amend the terms of any offer (including making the offer at a lower value):

1. with the recommendation or consent of the Menzies Board;
2. if Menzies announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case NAS reserves the right to make an equivalent reduction to the terms of its proposal;
3. following the announcement by Menzies of a whitewash transaction pursuant to the Code; or
4. if a third party announces a firm intention to make an offer for Menzies at a lower price than referred to above.

In accordance with Rule 2.6(a) of the Code, NAS must, by not later than 5.00 p.m. (London time) on 9 March 2022, either announce a firm intention to make an offer for Menzies in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Menzies, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline will be extended only with the consent of Menzies and the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further statement will be made as appropriate.

Enquiries:

Agility Public Warehousing Co. KSCP
Jonathan Kerherve
+44 (0) 75 4019 4997

Barclays Bank PLC, acting through its Investment Bank
Omar Faruqui
Chris Brooks
Osman Akkaya
+44 (0) 20 7623 2323

Finsbury Glover Hering
James Murgatroyd
Richard Webster-Smith
+44 (0) 20 7251 3801

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for NAS and no one else in connection with NAS’s evaluation of Menzies and will not be responsible to anyone other than NAS for providing the protections afforded to clients of Barclays nor for providing advice in relation to a possible offer or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Menzies securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.nas.aero/, by no later than 12 noon (London time) on 11 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Executives are upbeat about 2022 despite pandemic-driven disruption, record freight rates  

Most logistics industry executives see moderate-to-strong economic growth and little or no chance of a recession in 2022, even without immediate relief from the snarled supply chains and sky-high ocean and air freight rates triggered by the COVID-19 pandemic.

2022 Agility Emerging Markets Logistics Survey Analysis

Roughly two-thirds of the 756 industry professionals surveyed for the 2022 Agility Emerging Markets Logistics believe shippers will see cargo rates come down by the end of the year. Eighty percent see port bottlenecks, air capacity shortages, and trucking issues easing by year-end.

“The industry’s optimism reflects the fact that emerging economies are getting more resilient and figuring out ways to weather supply chain disruption,” said  CEO Tarek Sultan. “If emerging markets can get better access to vaccines and give small business a boost, they can help power a broad, dynamic global recovery.”

The survey is part of the 2022 Agility Emerging Markets Logistics Index, the company’s 13th annual snapshot of industry sentiment and ranking of the world’s 50 leading emerging markets. The Index ranks countries for overall competitiveness based on their logistics strengths, business climates, and, for the first time, their digital readiness — factors that make them attractive to logistics providers, freight forwarders, air and ocean carriers, distributors, and investors.

World’s Leading Logistics Markets 

China and India, the world’s two largest countries, held their spots at No. 1 and 2 in the overall rankings. UAE, Malaysia, Indonesia, Saudi Arabia, Qatar, Thailand, Mexico, and Turkey rounded out the top 10. Vietnam, No. 8 in 2021, fell to 11th, switching places with Thailand. South Africa ranked No. 24, the highest among countries in Sub-Saharan Africa.

Arabian Gulf economies again boasted the most business-friendly conditions, grabbing five of the six top spots. The top 10 for business fundamentals: UAE, Malaysia, Saudi Arabia, Qatar, Bahrain, Oman, Chile, China, Morocco, and Jordan. Another Gulf state, Kuwait, was No. 12.

Powerhouse exporters China, India, and Mexico, topped the rankings for international logistics. China, India, and Indonesia ranked highest for domestic logistics.

Scoring Digital Readiness

For the first time, the Index scored countries for digital readiness: digital skills, training, Internet access, e-commerce growth, investment climate, and ability to nurture startups, as well as sustainability factors such as renewable energy mix, lower emissions intensity, and green initiatives.

Tops in digital readiness: UAE, Malaysia, China, Saudi Arabia, India, Thailand, Qatar, Indonesia, Chile, and the Philippines. Most digitally ready in Sub-Saharan Africa: Kenya at No. 17.

“The connection between a country’s digital capabilities and growth prospects is undeniable,” Sultan said. “The competitiveness of emerging markets countries will be determined by their ability to develop digitally skilled businesses and talent pools, and find the resolve to lower their emissions in ways that spur growth rather than sacrificing it.”

The importance of digital readiness was apparent in the survey. Logistics executives identified the adoption of technology as the leading driver of economic and business growth for emerging markets. The top focus areas for their companies: technology and sustainability.

2022 Index Highlights:

• In the Middle East and North Africa, overall rankings were: UAE (3), Saudi Arabia (6), Qatar (7), Turkey (10), Oman (14), Bahrain (15), Kuwait (17), Jordan (19), Morocco (20), Egypt (21), Iran (30), Lebanon (35), Tunisia (36), Algeria (37), Libya (50).
• Rankings in Asia: China (1), India (2), Malaysia (4), Indonesia (5), Thailand (8), Vietnam (11), Philippines (18), Kazakhstan (22), Pakistan (27), Sri Lanka (33), Bangladesh (39), Cambodia (40), Myanmar (49).
• Overall Index rankings for Latin America: Mexico (9), Chile (12), Brazil (16), Uruguay (23), Colombia (25), Peru (26), Argentina, (31), Ecuador (38), Paraguay (41), Bolivia (44), Venezuela (48).
• Index rankings for Sub-Saharan Africa: South Africa (24), Kenya (28), Ghana (32), Nigeria (34), Tanzania (42), Uganda (43), Ethiopia (45), Mozambique (46), Angola (47).

Transport Intelligence (Ti), a leading analysis and research firm for the logistics industry compiled the Index.

John Manners-Bell, Chief Executive of Ti, said: “How quickly emerging markets recover from the crisis of the last two years is heavily reliant on the speed of the vaccine rollout, not least from the perspective of social, economic, and political cohesion. At the same time, the links connecting these economies with western markets must be reinstated if shippers are to be integrated into the global trading system. COVID has meant that shipping has become even more costly, complicated, and slower, especially for small and medium-sized businesses. Digitization will play an important role in facilitating frictionless cross-border movements. Still, in the long run, the benefits of globalization will only be shared with emerging markets if supply chains and logistics can be made more resilient in the face of future crises.”

2022 Agility Emerging Markets Logistics Index: www.agility.com/2022index